UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2012 (August 9, 2012)
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
Nevada | 1-11151 | 76-0364866 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1300 West Sam Houston Parkway South, Suite 300, Houston, Texas | 77042 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 297-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL RESULTS |
On August 9, 2012, U.S. Physical Therapy, Inc. (the “Company”) reported its results for the second quarter and six months ended June 30, 2012. A copy of the press release is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 7.01 | REGULATION FD DISCLOSURE |
The Company raised its earnings guidance for the year 2012 to expected range of $17.7 million to $18.4 million in net income and $1.49 to $1.55 in diluted earnings per share. The annual earnings guidance range represents projected net income from existing operations and excludes potential future acquisitions. The Company does not provide quarterly earnings guidance. The annual guidance figures will not be updated unless there is a material development that causes management to believe that earnings will be significantly outside the given range.
| ITEM 8.01 | OTHER EVENTS |
Also, on August 9, 2012, the Company announced a dividend of $.09 per share to holders of record of its common stock as of the close of business on August 20, 2012 payable on September 7, 2012.
While the Company intends to declare dividends in subsequent quarters, any future dividends will be at the discretion of the Company’s board of directors after taking into account various factors, including general economic and business conditions, tax considerations, the Company’s strategic plan, the results of operation and financial condition of the Company, the acquisition and expansion plans of the Company, any contractual, legal or regulatory restrictions on the payment of dividends, and such other factors as the board considers relevant.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
Exhibits | Description of Exhibits |
| 99.1 | Registrant's press release dated August 9, 2012 announcing results for the second quarter and six months ended June 30, 2012.* |
*Furnished herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
U.S. PHYSICAL THERAPY, INC. | |||
Dated: | August 9, 2012 | By: /s/ LAWRANCE W. MCAFEE | |
Lawrance W. McAfee | |||
Chief Financial Officer | |||
(duly authorized officer and principal financial | |||
and accounting officer) |
INDEX TO EXHIBITS
EXHIBIT | DESCRIPTION OF EXHIBIT |
| 99.1 | Press Release dated August 9, 2012.* |
* Furnished herewith